Terms and Conditions

Last Updated: March 3, 2016

Hello, and welcome to our Terms and Conditions of Use (the “Terms of Use”). This is important and affects your legal rights, so please read them and our Privacy Policy and other terms referenced in this document carefully.

1 INTRODUCTION

Thanks for choosing Krossover (“Krossover”, “we”, “us”, “our”). By signing up or otherwise using the Krossover service, websites, and software applications (together, the “Krossover Service” or “Service”), or accessing any content or material that is made available by Krossover through the Service (the “Content”) you are entering into a binding contract with the Krossover entity indicated at the bottom of this document.

Your agreement with us includes these Terms and Conditions of Use (“Terms of Use”) and our Privacy Policy. (The Terms, Privacy Policy, and any additional terms that you agree to, as discussed in the Entire Agreement section, are referred to together as the “Agreements”.) If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on Krossover’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, agree to be bound by them and that you consent to resolve in the State of New York any dispute that you may have with us, the Site or the Services (as defined below). Please note that we offer the Site “AS IS” and without warranties.

2 ABOUT THE SITE

Everything we offer on the Site is referred to in the Terms of Use collectively as the “Services.” Some of the Site’s content is viewable without registering with us, but to actively participate (including uploading videos), you must register as a member.

3 CHANGES TO THE TERMS OF USE

We may change the Terms of Use at any time, as we reasonably deem appropriate. Upon any change in the Terms of Use, we will post the amended agreement on the Site with notice of the changes and/or send you an email notifying you of the nature of the modifications providing a link to the modified document on the Site for your review. Your continued use of the Site and/or the Services following receipt of such notification shall constitute your affirmative acknowledgement of the Terms of Use and its modification and agreement to abide and be bound by the Terms of Use, as amended. If at any time you choose not to accept the Terms of Use, including following receipt of notification of any modifications hereto, then you agree not to use the Site.

4 REGISTRATION

As part of the registration process, you will create a username and password. The username and password that you provide are your credentials (“Credentials”) for accessing the Services that are only available to members.

5 YOUR PERSONAL INFORMATION

In order to register, you must provide certain personal information about yourself. The Krossover Privacy Policy explains the information practices that apply to this and other personal information we have about you, as well as any choices you can make about the ways this information is used. Please review it carefully.

6 ELIGIBILITY

Use of Services is void where prohibited. By using the Services, you represent to us that (a) any registration information that you submit is truthful, accurate and otherwise owned by (or licensed to) you; and (b) your use of the Services does not violate any applicable law or regulation.

7 YOUR RESPONSIBILITIES

You are responsible for all use of the Site and the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. You may notify us by clicking here. You may use the Site and the Services for lawful, non-commercial purposes only. You may not use the Site or the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to) use the Site or Services to:

-copy, modify, adapt, translate, or reverse engineer any portion of the Site, its content or materials and/or the Services;

-remove notices of any copyright, trademark or other proprietary rights contained in or on the Site and/or the Services or in any content or other material obtained via the Site and/or the Services;

-use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services;

-reformat or frame any portion of the web pages that are part of the Site and/or the Services;create user accounts by automated means or under false or fraudulent pretenses; or

-collect or store personal data about other users in connection with the prohibited activities described in this Agreement.

In addition to our rights and remedies hereunder, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce the Terms of Use.

8 CHANGES TO THE SERVICES

We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on the Site, and the users of new services will be governed by the Terms of Use. You agree that Krossover will not be liable to you or any third party for any suspension or discontinuation of any of the Services.

9 LINKS TO OTHER SITES

The Site may contain advertisements and/or links to other sites (“Third Party Websites”). These links are provided solely for the convenience of the users. Krossover does not endorse, sanction or verify the accuracy or ownership of the information contained in the advertisements or the content of any Third Party Website or any products or services advertised on Third Party Websites. If you decide to leave the Site and navigate to Third Party Websites, or install any applications, software or download content from any such websites, you do so at your own risk. Once you access a Third Party Website through a link on the Website, you may no longer be protected by these Terms of Use and you may be subject to the terms of use and other conditions of such Third Party Website. You should review the applicable terms and policies, including privacy and data gathering practices, of any such site to which you navigate to from the Site, or relating to any applications you use or install from such Third Party Websites. Concerns regarding a Third Party Website should be directed to the Third Party Website itself. Krossover bears no responsibility for any action associated with any Third Party Website. Moreover, Krossover does not imply an affiliation with any Third Party Website.

10 ADDITIONAL TERMS

Certain of the Services on the Site may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement the Terms of Use. If you choose to register for or access any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.

11 CONTENT YOU POST OR SUBMIT

We reserve the right to remove any content that you submit, publish or display on the Site or transmit to other users and/or users of the Site (hereinafter, “Posted Content”) in our sole discretion. We are not, however, responsible for any failure or delay in removing Posted Content. Keep in mind that the Posted Content of others is simply opinion and should not be relied on. You are solely responsible for your Posted Content. By using the Site/Service, you expressly agree that:

-You may not post, distribute, or reproduce in any way any material subject to copyright, trademark or other third party proprietary rights without obtaining the prior written consent of the owner of such third party proprietary rights.

-You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.

You also may not provide any Posted Content that:

-is false or intentionally misleading or that falsely expresses or implies that such content or material is sponsored or endorsed by Krossover;

-is unlawful or that promotes or encourages illegal activity.

-harasses or advocates harassment of another person;

-involves the transmission of unsolicited mass mailing or “spamming”;

-violates the intellectual property or other rights of any person;

-is threatening, obscene, defamatory or libelous;

-is pornographic or sexually explicit in nature;

-includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;

-includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;

-is intended to or does harass or bully other users;

-impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;

-interferes with or in any way disrupts the Krossover Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Krossover’s computer systems, network, usage rules, or any of Krossover’s security components, authentication measures or any other protection

-measures applicable to the Service, the Content or any part thereof; or

-conflicts with the Agreements, as determined by Krossover

You understand and agree that Krossover has the right (but is not obligated to) review and delete any Posted Content that in the sole judgment of Krossover violates the Terms of Use or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or users of the Site and/or other third parties. Krossover reserves the right to (i) block or delete accounts and (ii) take appropriate legal action against users who (in our sole discretion) violate this provision.

12 GRANT OF LICENSE TO KROSSOVER; KROSSOVER’S USE OF POSTED CONTENT

By posting Posted Content on the Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Krossover, its contractors, and the users of the Site an irrevocable, perpetual, royalty-free, fully sublicensable, transferable, fully paid up, worldwide license to use, host, store, cache, publish, copy, perform (publicly or otherwise), digitally perform, display (publicly or otherwise), modify and distribute such Posted Content and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Content. This license is non-exclusive. Note also that this license to your Posted Content survives any termination of this Agreement and continues in perpetuity even if you stop using the Services.

You also agree that this license includes the right for Krossover to use Posted Content to create “highlights” videos (including team, game or player highlights) and to create content for instructional or editorial purposes (“Krossover Content”) without further need for permission from or notice to you. Krossover will make reasonable efforts not to create any implied endorsement of consumer brands in any Krossover Content. Krossover can watermark Krossover Content with the Krossover logo and/or Krossover URL in its sole discretion. Krossover will make reasonable efforts not to feature players in a disparaging way. Krossover will also make reasonable efforts to feature Posted Content from as many teams and players as is practicable in Krossover Content.

You further agree that this license includes the right for Krossover to make all Posted Content available to third parties selected by Krossover such as Krossover partners and Krossover’s social media pages without further need for permission from or notice to you.

You may opt-out of Krossover’s use of your Posted Content in Krossover Content at any time by contacting gameon@krossover.com. If you opt-out, Krossover shall make reasonable efforts to cease use of your Posted Content; however, you acknowledge and agree that Posted Content that was previously incorporated into Krossover Content may not be removed.

13 FEEDBACK

Notwithstanding any other provisions contained herein, any comments, suggestions, or feedback relating to the Site or the Services (collectively “Feedback”) submitted to Krossover shall become the property of Krossover or its designee. Krossover will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including without limitation, product, Site or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future Site, Services, or operations. Without limitation, Krossover will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. Notwithstanding the foregoing, you acknowledge that if you submit Feedback that is viewable by other users or visitors to the Site/Services, you are responsible such Feedback, and you, not Krossover, have full responsibility for such Feedback, including its legality, reliability, appropriateness, originality, and copyright.

14 COPYRIGHT DISPUTE POLICY

Krossover has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (or “DMCA”). You are hereby informed that Krossover has adopted and reasonably implemented a policy that provides for the termination of access, in appropriate circumstances, to users who are repeat copyright infringers. Krossover may, in appropriate circumstances and at its discretion, disable and/or terminate access to users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Krossover’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):

-an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

-a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

-identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located;

-your address, telephone number, and, if available, email address;

-a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

-a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Krossover’s agent for notice of claims of copyright or other intellectual property infringement can be reached via mail at the following address:

15 YOUR USE OF OUR CONTENT

Except for content posted or submitted by you or any other visitors to the Site, all of the content available on or through the Services and/or the Site, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected, as applicable, by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Krossover’s proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Site in whole or in part, for any commercial gain or purpose whatsoever except as expressly provided herein. Except as is expressly provided herein, Krossover and its suppliers do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by Krossover to you are retained by Krossover.

16 DISCLAIMER OF WARRANTIES

WE PROVIDE THE SITE AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KROSSOVER MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SITE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. KROSSOVER DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

17 GENERAL LIMITATION OF LIABILITY

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SITE OR THE SERVICES OR (B) $100. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

18 TERMINATION

We may terminate and/or suspend your registration immediately, without notice, if there has been a violation of the Terms of Use or other policies and terms posted on the Site by you or by someone using your Credentials. Notwithstanding any other provisions contained herein, we may also cancel or suspend your registration for any other reason, including without limitation inactivity for an extended period, but will attempt to notify you in advance of such cancellation or suspension. Krossover shall not be liable to you or any third party for any termination of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such deletion, deactivation or termination. You may terminate your Krossover account at any time by contacting gameon@krossover.com. All terms that by their nature may survive termination of these Terms of Use shall be deemed to survive such termination.

19 INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, and suppliers, from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of the Terms of Use by you or any third party using your Credentials of any intellectual property or other right of any person or entity. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

20 ELECTRONIC CONTRACTING AND NOTICE

Your affirmative act of using this Site and/or registering for the Site or the Services constitutes your electronic signature to the Terms of Use and your consent to enter into agreements with us electronically.

21 ENTIRE AGREEMENT

This agreement and any supplemental terms, policies, rules and guidelines posted on the Site, including the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of the Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Krossover to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

22 CHOICE OF LAW

This agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute.

23 DISPUTE RESOLUTION

Agreement to Arbitrate

If a Dispute (as defined below) of any kind arises, we want to understand and address your concerns quickly and to your satisfaction. Please contact us in the event of any Dispute. If we cannot resolve your concerns, we agree to an informal and inexpensive dispute resolution process requiring individual arbitration. For the purpose of this Agreement “Disputes” include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between you and Krossover including but not limited to any claims relating in any way to this Agreement (including its breach, termination, or interpretation), any other aspect of our relationship, Krossover advertising, and any use of Krossover software or services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement.

You and Krossover agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Unless otherwise required by law, any arbitration hearing will occur in New York, New York, U.S.A. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Krossover will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Krossover also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of Krossover services.

Judicial Forum for Disputes.

In the event that the agreement to arbitrate is found not to apply, you and Krossover agree that any Dispute will be litigated exclusively in the federal or state courts of New York County, New York, and both parties consent to venue and personal jurisdiction there.

No Class Actions.

ALL DISPUTES UNDER THIS AGREEMENT WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED ACTION OR REPRESNTATIVE ACTION AGAINST US.

24 ASSIGNMENT

We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense the Terms of Use to anyone else and any attempt to do so shall be null and void.

25 ELIGIBILITY

You must be 18 years of age or older, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Site and the Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Site or Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify under these terms, do not use the Site or Services. Membership in the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Use and to abide by all of the terms and conditions set forth herein. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user’s own risk and users are responsible for compliance with any local laws applicable to their use of the Services or the Site.

26 NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.